(d) PARI PASSU: the obligations of Lessee under this Agreement
 rank at least pari passu with all other present and future
 unsecured and unsubordinated obligations (including contingent
 obligations) of Lessee, with the exception of such obligations
 as are mandatorily preferred by law and not by virtue of any
 contract;

 (e) MATERIAL ADVERSE CHANGE: there has been no material adverse
 change in the consolidated financial condition or operations
 of Lessee and its Subsidiaries or the financial condition or
 operations of Lessee since the date as to which the financial
 statements most recently provided to Lessor on or prior to the
 Delivery Date were drawn up; and

 (f) NO BROKERS: Lessee has not engaged the services of a broker or
 similar representative or agent for the purposes of procuring
 the leasing of the Aircraft pursuant to this Agreement.

 2.3 REPETITION:

 The representations and warranties in Clause 2.1 and Clause 2.2 will
 survive the execution of this Agreement. The representations and
 warranties contained in Clause 2.1 and Clause 2.2 will be deemed to
 be repeated by Lessee on the

 36


 Delivery Date and the representations set forth in Clause 2.1(a)
 through (h), (j)(iii), (1), (m) and (n) will be deemed to be
 repeated by Lessee on each Rent Date with reference to the facts and
 circumstances then existing.

 2.4 LESSOR'S REPRESENTATIONS AND WARRANTIES:

 Lessor (as to clauses (b), (c), (d), (e), (f), (g) and (h) and WFB
 (as to clauses (a), (b), (c), (d), (e), (f), (g) and (h)) represents
 and warrants to Lessee that: